Terms & Conditions

Last Updated : 28th January 2025

Welcome to Soana! By accessing or using our services, you agree to be bound by these Terms and Conditions, which govern your use of our platform and all related services provided by Soana. These Terms are a legal agreement between you (the "User") and Soana, including any affiliates, employees, and agents. Please read them carefully to understand your rights and responsibilities before using our services.

Soana is a telehealth platform that connects users with licensed healthcare providers for remote consultations. Our goal is to provide accessible, high-quality healthcare services through innovative technology. By using our platform, you acknowledge and accept the terms set forth in this agreement, which may be updated from time to time. Any changes to these Terms will be communicated to you, and continued use of the services after such updates will be deemed as acceptance of the modified Terms.

We are committed to protecting your privacy and ensuring the confidentiality of your health information. Please review our Privacy Policy to learn more about how we collect, use, and protect your data. If you do not agree with any part of these Terms, please refrain from using our services.

Registration and User Accounts

To access the services provided by Soana, you are required to register and create a user account. During the registration process, you will be asked to provide certain personal information, including but not limited to your name, email address, phone number, and other necessary details. By registering, you agree to provide accurate, current, and complete information about yourself and to keep this information updated as necessary. Failure to do so may result in the suspension or termination of your account.

Once your account is created, you will be required to choose a username and a password. You are responsible for maintaining the confidentiality of your username and password and for all activities that occur under your account. You agree to immediately notify Soana of any unauthorized use of your username, password, or any other breach of security. Soana is not responsible for any loss or damage arising from your failure to protect your account information.

For your protection, we use Secure Sockets Layer (SSL) encryption or other similar technology to secure the transmission of personal data you provide through our platform. However, you acknowledge that no method of data transmission or storage is completely secure. While we take reasonable steps to protect your information, you are also responsible for securing your devices and ensuring that others do not have access to your account. This includes logging out of your account at the end of each session, especially if using shared or public devices.

You agree to use the platform only for lawful purposes and to comply with all applicable laws and regulations. You are prohibited from using anyone else’s account or engaging in any activities that could harm or disrupt the service or the experience of other users. Soana reserves the right to suspend or terminate your account at our sole discretion if we suspect any breach of security or violation of these terms.

Eligibility and Use of the Service

The services provided by Soana are intended for use by individuals who are at least 18 years of age. By accessing or using the platform, you represent and warrant that you meet the eligibility requirements and are legally able to enter into and comply with this agreement. If you are under 18, you may not register for or use the services without the consent and supervision of a parent or legal guardian. Soana reserves the right to request proof of age and may suspend or terminate your account if we determine that you do not meet the eligibility criteria.

Soana grants you a limited, non-exclusive, non-transferable license to access and use the platform for personal, non-commercial purposes, in accordance with this agreement. You may not use the services for any unlawful, unauthorized, or prohibited activities. This includes, but is not limited to, using the platform for fraud, harassment, or any activity that could damage, disable, or impair the service or interfere with others' use and enjoyment of the service.

In addition, you agree not to engage in any of the following prohibited activities while using Soana's services:

You acknowledge and agree that Soana reserves the right, at its sole discretion, to monitor, review, and remove any content or user submissions that violate this agreement. Additionally, Soana may suspend or terminate your account if you are found to be in violation of these terms or engaging in harmful behavior that negatively impacts the platform or other users.

Telehealth Consent

By using the services provided by Soana, you acknowledge and consent to the use of telehealth for the delivery of healthcare services. Telehealth involves the use of electronic communications to facilitate remote consultations, evaluations, diagnosis, and treatment between you and healthcare professionals, including doctors, therapists, and other licensed providers. These services may include video calls, phone calls, secure messaging, and other digital communications
methods.

You understand that telehealth consultations may not be the same as in-person visits and may have limitations. You also acknowledge that healthcare providers may not be able to perform a full physical examination during a telehealth session, and in some cases, additional in-person visits may be necessary for a comprehensive evaluation. Soana makes every effort to ensure that telehealth services are provided securely, but you also accept that no system is completely immune to technical failures or breaches.

You consent to the use of telehealth for the diagnosis, treatment, and ongoing care related to your condition, and understand that your healthcare provider will
determine if telehealth is appropriate for your needs. If at any time, the healthcare provider believes that a telehealth session is insufficient for providing appropriate care, you may be referred for an in-person consultation or additional diagnostic testing.

By agreeing to use Soana’s telehealth services, you also consent to the electronic storage and transmission of your health information. You understand that your personal health data will be protected under privacy laws, including the Health Insurance Portability and Accountability Act (HIPAA), and Soana will take necessary measures to ensure the confidentiality and security of your information.

You have the right to withdraw consent for telehealth services at any time. If you choose to withdraw your consent, you can discontinue use of the service and inform Soana or the healthcare provider to ensure that your care is appropriately transitioned to in-person services, if necessary. By continuing to use the service, you affirm that you have read, understood, and agree to the terms of this Telehealth Consent.

Confidentiality

Soana is committed to protecting the privacy and confidentiality of your personal health information. All interactions and data shared through the platform, including your health records, communications with healthcare providers, and any other personal details, are treated with the highest level of confidentiality in accordance with applicable privacy laws, including the Health Insurance Portability and Accountability Act (HIPAA).

Your health information will only be used for the purpose of providing the services you request, including diagnosis, treatment, and follow-up care. We will not share, disclose, or sell your personal health information to third parties without your explicit consent, except as required by law or in cases where disclosure is necessary for the provision of services (such as sharing information with a referring healthcare provider, laboratory, or pharmacy).

We utilize secure methods to store and transmit your information, including
encryption technologies, to prevent unauthorized access. Access to your
personal health information is restricted to authorized personnel who are
involved in your care or the operational functioning of the service.

In certain cases, Soana may be required to disclose your health information as part of a legal obligation or in response to lawful requests from government authorities, courts, or other regulatory bodies. In such cases, Soana will make efforts to limit the scope of information disclosed to only what is necessary to comply with the request or legal requirement.

While we take all reasonable precautions to ensure the security of your information, you also have a role in maintaining confidentiality. It is your responsibility to safeguard your account credentials, including your username and password, to prevent unauthorized access to your account. You should log out of your account at the end of each session and take necessary precautions to protect your devices and any personal information you may store.

By using Soana's services, you acknowledge and consent to the collection, use, and potential sharing of your personal information as outlined in this confidentiality statement and in accordance with applicable law. If you have any concerns about how your information is handled, please reach out to us for clarification or further details on our privacy practices.

User Responsibilities

As a user of Soana's services, you agree to be fully responsible for all activities that occur under your account. You are required to provide accurate, complete, and up-to-date information during registration and maintain the integrity of your account details. Any changes to your personal or health information must be promptly updated to ensure the accuracy of the services provided.

You agree to use Soana’s services only for lawful purposes and in compliance with all applicable laws, regulations, and this Terms and Conditions agreement. You are prohibited from using the platform for any unauthorized, fraudulent, or malicious activities, including but not limited to attempts to breach security, access other users' information, or disrupt the services provided.

You must ensure that your account credentials, including your username and
password, are kept confidential. You are solely responsible for maintaining the security of your account and all activities that occur under your login. In the event of any unauthorized access to your account or security breach, you agree to immediately notify Soana so that appropriate actions can be taken to protect your information and account.

You also agree to refrain from sharing or distributing any harmful or illegal content while using the platform. This includes content that is discriminatory, defamatory, obscene, or violates the rights of others. Furthermore, you are not permitted to use the service in any way that could harm, interfere with, or disrupt the operation of Soana or any of its systems, servers, or networks.

In addition, you are responsible for providing accurate and complete health information during your interactions with healthcare providers. This includes but is not limited to sharing your full medical history, current medications, allergies, and any other relevant details that may affect your treatment or consultation. Failure to provide accurate information may affect the quality of care and the services provided.

You agree to respect the rights of Soana, its providers, and other users. This includes not engaging in any actions that could negatively impact the experience or rights of others using the service. By using Soana, you accept the responsibility to behave in a manner that is respectful, ethical, and in compliance with this agreement at all times.

Failure to meet these responsibilities may result in the suspension or termination of your access to Soana’s services.

Third-Party Services

Soana may provide access to third-party services, products, or content as part of its platform. These third-party services are offered for your convenience and may
include, but are not limited to, external healthcare providers, laboratories, pharmacies, payment processors, and other related entities. While we strive to partner with trusted third parties, Soana does not control or assume any responsibility for these third-party services.

When you choose to access or use third-party services through the Soana platform, you acknowledge and agree that your use of such services is governed by the terms and conditions, privacy policies, and other legal agreements established by the respective third parties. Soana does not endorse, warrant, or make any representations about these third-party services, their availability, or their content, and we are not responsible for any issues that may arise from your interactions with these external services.

You are solely responsible for reviewing and understanding the terms of use and privacy policies of any third-party services you access via Soana. If you engage with any third-party service, you do so at your own risk and are responsible for any agreements you make, payments you authorize, or issues that may arise during the course of your interactions with such third parties. Soana will not be liable for any loss or damage that may occur as a result of your use of third-party services.

In some cases, Soana may receive compensation or commissions for facilitating access to third-party services, but this does not affect our commitment to providing accurate information or a fair representation of the services offered. However, any transactions or dealings with third parties are solely between you and the third party, and Soana shall not be responsible for resolving disputes or handling any claims arising from such interactions.

Soana reserves the right to modify or discontinue access to any third-party services at its discretion. We encourage you to exercise caution and good judgment when engaging with third-party services, and if you have any concerns or questions about the service or its providers, we recommend reaching out directly to the third party or seeking advice from a healthcare professional.

License to Use the Service

Soana grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service solely for your personal, non-commercial use, in accordance with the terms and conditions of this Agreement. This license allows you to use the Service as provided, including any features, content, and tools available through the platform, solely for the purpose of receiving telehealth services, including but not limited to consultations, health management, and related services.

You may not use the Service for any unlawful, unauthorized, or malicious
activities. This license does not grant you any ownership rights to the Service or any of its components, including but not limited to, software, content, designs, trademarks, or intellectual property. All rights, titles, and interests in the Service, including any modifications, updates, or enhancements made to the Service, remain the sole property of Soana or its licensors.

You agree not to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service. You also agree not to reproduce, distribute, modify, or otherwise use any part of the Service in a way that exceeds the scope of the license granted to you under this Agreement.

Any content, such as feedback, suggestions, or recommendations, that you submit to Soana will be considered non-confidential and non-proprietary, and you grant Soana a worldwide, royalty-free, transferable license to use, modify, reproduce, and display such content as part of the ongoing development of the Service. This submission of content does not grant you any ownership rights to
the Service or its components.

Soana reserves the right to terminate or suspend your access to the Service at any time if you violate any of the terms of this Agreement or engage in any conduct that we determine, in our sole discretion, is harmful to the Service or other users. Upon termination, you must cease all use of the Service and destroy any copies of the materials you have obtained through the Service.

This license is subject to your compliance with all terms and conditions set forth in this Agreement, and Soana may revoke or modify the license at any time with or without notice, at its sole discretion.

Termination

Soana reserves the right to terminate or suspend your access to the Service at any time, with or without notice, if you violate any of the terms or conditions outlined in this Agreement, or if we believe that your conduct is detrimental to the Service, other users, or the overall integrity of the platform. In the event of termination, your right to access and use the Service will immediately cease, and you must promptly stop using the Service and destroy any copies of content or materials that you have obtained from the Service.

You may also terminate your use of the Service at any time by contacting Soana support or by deactivating your account through the account settings. Upon termination by you, you will no longer have access to your account or any content stored within it, and Soana will not be responsible for any loss of data or information.

Upon termination, any obligations or rights that have accrued before the termination will survive, including, but not limited to, your obligation to pay any outstanding fees or charges. You acknowledge that Soana is not liable for any damages or losses resulting from the termination of your account or access to the Service, including the loss of access to any information, data, or communications related to your account.

Soana may also terminate this Agreement at its discretion, with notice to you, if we decide to discontinue the Service or any part of it. In the event of such termination, Soana will not be liable to you or any third party for any claims arising from the termination or discontinuation of the Service.

Following termination, you agree that Soana has no further obligation to provide you with access to the Service, and you will have no further rights to use the Service or its content, except as otherwise specified in this Agreement.

Disclaimer

The Service provided by Soana is made available to you on an "as-is" and
"as-available" basis. By using the Service, you acknowledge and agree
that your use of the Service is at your sole risk. To the fullest extent
permitted by applicable law, Soana expressly disclaims any and all warranties, representations, or guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, concerning the operation, functionality, or availability of the Service.

Soana does not guarantee that the Service will be uninterrupted, error-free, or free from defects, delays, or viruses. We make no representations or warranties regarding the accuracy, completeness, or reliability of any content, materials, or data provided through the Service. You acknowledge that the Service may experience periods of downtime, interruptions, or disruptions due to maintenance, upgrades, unforeseen technical issues, network failures, or other causes beyond Soana's control. In such cases, we do not guarantee that any disruptions or errors will be corrected within any specific time frame.

Soana does not guarantee that the Service will meet your expectations or requirements, or that any issues or defects in the Service will be rectified. We also do not guarantee the accuracy, reliability, or appropriateness of any results, content, or services derived from your use of the Service. Any reliance you place on such content or services is done entirely at your own risk.

You agree that Soana is not responsible for any damage, loss, or corruption of data, loss of profits, or any other loss or damage that may occur, directly or indirectly, from your use or inability to use the Service. This includes, without limitation, any loss of data, business, profits, goodwill, or other intangible losses, even if Soana has been advised of the possibility of such damages.

In no event shall Soana or its affiliates, employees, agents, contractors, or partners be liable for any direct, indirect, incidental, special, punitive, or consequential damages arising from your use or inability to use the Service, including but not limited to any errors, interruptions, delays, omissions, or inaccuracies in the Service. This includes damages arising from your interactions or communications with third-party services, websites, or content that may be accessed through the Service.

You acknowledge that Soana is not responsible for any third-party content or services that may be accessed via the Service, nor for any errors, omissions, or damages that may arise from your reliance on such third-party content. Any agreements, transactions, or interactions with third parties conducted through
the Service are solely between you and the third party, and Soana will not be held liable for any resulting disputes, losses, or damages.

Soana reserves the right to modify, suspend, or terminate the Service at its sole discretion, without notice or liability. We do not guarantee that the Service will always be available or function as intended, nor that it will continue to be available indefinitely.

If any part of this disclaimer is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this disclaimer will continue in full force and effect. The invalidity of any provision shall not affect the enforceability of the remaining provisions.

By using the Service, you agree to indemnify and hold harmless Soana, its affiliates, employees, agents, and contractors from and against any claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising from your use of the Service, your violation of these terms, or your infringement of any third-party rights.

Soana strongly advises that you review this disclaimer periodically for any updates, as we reserve the right to make modifications or changes to this disclaimer at any time. Your continued use of the Service following any such changes will constitute your acceptance of the revised disclaimer.

Limitation of Liability

To the fullest extent permitted by applicable law, Soana, its affiliates, employees, agents, licensors, contractors, and partners (collectively, "Soana Parties") shall not be held liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, losses, or expenses arising from or related to your use or inability to use the Service, including but not limited to damages resulting from errors, omissions,
interruptions, defects, delays in operation or transmission, failure of performance, loss of data, failure to provide access to the Service, or any other failure related to your access or use of the Service, even if Soana has been advised of the possibility of such damages. This limitation of liability applies to any claim arising out of or related to your use of the Service, including but not limited to any loss, alteration, corruption, or failure to maintain any data you input into the Service, including personal, financial, or business-related data, as well as any service interruptions, suspensions, or delays caused by maintenance, technical issues, server downtime, or external factors beyond the control of Soana.

In no event shall Soana’s total liability to you for all claims, whether in contract, tort (including negligence), or any other legal theory, exceed the total amount paid by you to Soana for the Service during the twelve (12) months preceding the event that gave rise to the claim. If no payment has been made by you during such time period, Soana’s liability shall be limited to an amount not to exceed one hundred dollars ($100). This applies regardless of whether the claim arises from errors or issues related to the Service, or from any other matter connected to your use of the Service.

You understand and agree that Soana is not responsible for any personal injury, damage to property, or loss, including any consequential or incidental damages, that result directly or indirectly from your use or inability to use the Service. This includes, but is not limited to, any damage to your computer, device, network, or data storage system arising from accessing or using the Service. Soana is also not liable for any personal injury or harm that may occur while using the Service, including any interactions or transactions conducted with other users or third parties through the Service. Additionally, Soana is not liable for any damages arising from any unauthorized access to or alteration of your transmissions or data.

Furthermore, Soana is not liable for any damages resulting from force majeure events such as natural disasters, war, terrorism, acts of government, labor disputes, or technological failures that prevent or delay access to the Service. Soana also disclaims any liability for malfunctions or failures of hardware, software, or network systems, whether those systems belong to Soana or third parties, which may cause delays, errors, or interruptions in the availability or functioning of the Service.

This limitation of liability applies regardless of whether the damage or loss was caused by Soana’s negligence, breach of contract, or any other cause. You agree to assume all risks associated with using the Service, including any risk of personal injury, financial loss, or property damage. If you are dissatisfied with the Service or any portion thereof, your sole and exclusive remedy is to discontinue using the Service.

Some jurisdictions may not allow the exclusion or limitation of liability for incidental, consequential, or other types of damages, so the above limitations may not apply to you in those jurisdictions. In such cases, Soana’s liability will be limited to the maximum extent permitted by law. The limitations of liability provided in this section will apply to all claims regardless of the legal theory under which they are brought.

Indemnification

You agree to indemnify, defend, and hold harmless Soana, its affiliates, employees, agents, officers, directors, contractors, and third-party service providers (collectively referred to as "Soana Parties") from and against any and all claims, demands, damages, liabilities, losses, expenses, costs, and attorneys' fees (collectively referred to as "Claims") that arise out of or are in any way related to your use of the Service. This includes, but is not limited to, any content you submit, transmit, or make available through the Service. You acknowledge that by contributing any content to the Service, you are fully responsible for that content and for any consequences arising from its submission or distribution. In the event that your actions result in legal claims from other parties, you agree to take full responsibility for those Claims and to bear any associated costs, including legal fees, incurred by Soana.

Additionally, you agree to indemnify Soana for any Claims arising from your violation of these Terms and Conditions or any applicable laws or regulations. This includes, but is not limited to, violations of intellectual property rights, defamation, invasion of privacy, or any other unlawful activities committed while using the Service. If your use of the Service results in a legal dispute, such as a lawsuit or claim from another individual or entity, you are obligated to bear the financial and legal responsibility for defending Soana Parties against such claims. This responsibility extends to any fines, penalties, or damages that may be imposed due to your actions.

Moreover, you agree to indemnify Soana for any third-party claims or actions that arise as a result of your actions or use of the Service. This may include, for example, claims made by third parties who believe their rights have been infringed upon due to the content or actions you have engaged in while using the Service. Soana Parties shall not be held liable for any claims stemming from your conduct or behavior on the platform, and you agree to cover any associated costs, including legal defense, should such a situation arise.

This obligation to indemnify will survive the termination of your account, the suspension of your access to the Service, or the termination of these Terms and Conditions. Even if you cease using the Service, you remain responsible for any Claims arising from your previous use of the Service. Soana reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with Soana in the defense of any such Claims. This may include providing relevant documents, attending meetings, and assisting in any way necessary to resolve the dispute in Soana’s favor.

You further agree to promptly notify Soana in writing of any Claims that may arise, including any legal action, investigation, or demand made by a third party. You agree to cooperate fully with Soana in defending such Claims, providing all necessary information and assistance. However, nothing in this section shall be construed as requiring you to indemnify Soana for any damages arising from Soana’s own negligence or willful misconduct. Soana is responsible for its own
actions and any legal liabilities resulting from its own negligence, intentional misconduct, or violation of applicable laws, and this indemnification provision does not extend to such instances.

This indemnification provision applies to the maximum extent permitted by applicable law and is intended to protect Soana and its affiliates from any potential legal action, loss, or damage caused by your use of the Service. In the event that any part of this indemnification provision is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the provision will remain in full force and effect. This provision ensures that Soana is not unfairly burdened by legal actions or claims resulting from your use of the Service, allowing it to focus on the continued delivery of the Service.

Governing Law

These Terms and Conditions, and any disputes arising out of or related to them, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. By using the Service, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Florida, and you agree that any legal action or proceeding arising under these Terms and Conditions shall be brought exclusively in those courts.

You agree that any dispute, claim, or legal action arising from your use of the Service will be subject to Florida law and will not be subject to the laws of any other state or country. This provision applies regardless of your location and irrespective of where you access the Service.

If any provision of this section is found to be invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

Arbitration and Dispute Resolution

Any disputes, claims, or controversies arising out of or relating to these Terms and Conditions, the use of the Service, or any other related matter, including but not limited to contractual disputes, consumer protection claims, or tort claims, shall be resolved through binding arbitration. The arbitration will be conducted by a neutral arbitrator and will be governed by the rules of the American Arbitration Association (AAA), as in effect at the time the dispute arises, unless the parties mutually agree to a different arbitration forum.

The arbitration will take place in Florida, unless the parties agree otherwise, and the arbitrator will apply Florida state law in resolving the dispute. The arbitration process is designed to be more efficient and less formal than court proceedings, but both parties agree to resolve any dispute in this manner.

By agreeing to arbitration, you waive any right to a trial by jury or to participate in a class action. The arbitrator’s decision will be final and binding, and the prevailing party will be entitled to reimbursement of reasonable attorney fees and costs, subject to the limitations set forth by the arbitration rules.

If for any reason, the arbitration agreement is determined to be unenforceable or inapplicable, any dispute not subject to arbitration shall be resolved through litigation in the courts of Florida, as detailed in the "Governing Law" section.

Both parties agree to make reasonable efforts to resolve disputes informally before resorting to arbitration. This includes providing notice of the dispute, allowing a reasonable period to attempt resolution, and engaging in good faith negotiations. If informal resolution is unsuccessful, either party may initiate arbitration.

Notices

Any notices required or permitted under these Terms and Conditions will be in writing and delivered via email to the address you provided during registration or through other electronic means such as push notifications. You are responsible for keeping your contact information up to date.

Notices to Soana can be sent to the business address provided on the website or in the contact section. Notices sent by physical mail are considered delivered on the date they are postmarked.

By using the Service, you agree to receive communications regarding updates or changes to these Terms or the Service. For any direct contact, email Soana through the designated support address.

Electronic
Communications

By using the Service, you agree to receive communications from Soana electronically. This includes notifications, updates, and messages related to your account or the Service. These communications may be sent via email, text messages, or notifications within the Service itself.

You acknowledge that electronic communications satisfy any legal requirement for communication in writing. It is your responsibility to ensure that your contact information is up-to-date so you can receive important messages. If you choose not to receive certain types of communication, you may not be able to fully utilize all features of the Service.

You also agree that Soana may communicate with you regarding administrative, customer service, or marketing purposes via electronic means.

Intellectual Property

All content, features, functionality, and materials available through the Service, including but not limited to text, images, graphics, logos, videos, audio clips, software, code, data, and other proprietary information, are the property of Soana or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Soana owns or holds the necessary licenses to use all intellectual property related to the Service, and the Service is protected by intellectual property rights both in the United
States and internationally.

By accessing the Service, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for personal, non-commercial purposes. You are not authorized to use, copy, modify, reproduce, distribute, display, perform, publish, transmit, reverse engineer, decompile, disassemble, or create derivative works based on any part of the Service, unless explicitly authorized in writing by Soana.

The trademarks, service marks, logos, and trade names used in connection with the Service, including "Soana" and any other marks used by Soana, are the property of Soana or its licensors. You may not use any of these marks without the prior written consent of Soana. Any unauthorized use of these trademarks may result in legal consequences, including civil and criminal penalties.

If you submit feedback, ideas, or suggestions to Soana regarding the Service (collectively, "Submissions"), you agree that Soana has the right to use, modify, and distribute those Submissions in any manner it deems appropriate without compensation to you. You hereby grant Soana a perpetual, irrevocable, royalty-free, and transferable license to use, copy, modify, create derivative works of, distribute, and publicly display any Submissions for any purpose, including advertising, marketing, and promotional purposes.

Soana reserves all rights not expressly granted in these Terms. Any unauthorized use of the Service or its intellectual property may result in termination of access to the Service and legal action.

No Agency Relationship

Nothing in these Terms or in your use of the Service creates or implies any partnership, joint venture, employment, or other agency relationship between you and Soana, its affiliates, partners, employees, contractors, or third-party service providers. You are an independent user, and neither these Terms nor your use of the Service grants you the authority to act on behalf of or bind Soana or any of its affiliates or partners in any way.

You are prohibited from entering into any agreement, making representations, or undertaking any obligations on behalf of Soana. Soana does not assume responsibility for any actions taken by you in violation of these Terms or any agreements made with third parties outside of the scope of the Service. Any attempt to do so will be considered null and void, and you agree to indemnify Soana for any damages or losses resulting from such actions.

These Terms do not create any fiduciary relationship between you and Soana. You agree that you will not represent yourself as an agent or employee of Soana in any capacity. Soana retains full discretion over its business operations, including any relationships with third parties or service providers.

Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without the prior written consent of Soana. Any such attempt to assign or transfer your rights or obligations without consent will be considered null and void.

Soana reserves the right to assign or transfer its rights and obligations under these Terms to any affiliate, partner, or third-party service provider at its discretion. This may occur in the event of a merger, acquisition, sale of assets, or other business restructuring. You agree to be bound by the terms of any such assignment, and the rights and obligations under these Terms may be enforced by the assignee.

In the event of an assignment by Soana, the assignee will assume all of Soana's obligations and responsibilities under these Terms. However, Soana will remain liable for any breaches or failures to perform obligations prior to the assignment.

Third-Party Beneficiaries

Except as explicitly stated in these Terms, nothing in this Agreement is intended to create any rights or benefits for third parties. No third party shall have the right to enforce any provision of these Terms or claim any benefit arising from this Agreement unless specifically designated as a third-party beneficiary within these Terms.

Any use of third-party software, services, or content in connection with the Service will be subject to the terms and conditions provided by the respective third parties. You agree to comply with any applicable third-party agreements when using such services or content.

Soana does not intend to create any obligations to, or confer any rights upon, third parties through this Agreement, other than those specifically described.

Amendments

Soana reserves the right to modify, update, or amend these Terms at any time and at its sole discretion. Any changes will be effective immediately upon posting the updated Terms on the Service or notifying you through other communication channels, as applicable. It is your responsibility to review these Terms periodically for any updates or changes.

By continuing to access or use the Service after any modifications to these Terms, you agree to be bound by the revised Terms. If you do not agree with the updated Terms, you must discontinue using the Service.